Rogers Communications Inc – ‘SC 13E3’ on 12/16/04 re: Rogers Wireless Communications Inc

On:  Thursday, 12/16/04, at 5:26pm ET   ·   Accession #:  950157-4-1042   ·   File #:  5-61893

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Tender-Offer Statement — Going-Private Transaction   —   Schedule 13E-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E3     Tender-Offer Statement -- Going-Private                4     14K 
                          Transaction                                            

SC 13E3
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SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, D.C. 20549  

SCHEDULE 13E-3  

RULE 13E-3 TRANSACTION STATEMENT  
UNDER SECTION 13(E)(3) OF THE SECURITIES EXCHANGE ACT OF 1934 

ROGERS WIRELESS COMMUNICATIONS INC. 
(Name of the Issuer)  

ROGERS COMMUNICATIONS INC.  
RWCI ACQUISITION INC. 
ROGERS WIRELESS COMMUNICATIONS INC. 
(Names Persons Filing Statement)  

CLASS B RESTRICTED VOTING SHARES  
(Title of Class of Securities)  

775102205 
(CUSIP Number of Class of Securities) 

(Name, Address and Telephone Numbers of Person Authorized to  
Receive Notices and Communications on Behalf of Filing Persons) 

DAVID P. MILLER, ESQ. 
ROGERS WIRELESS COMMUNICATIONS INC. 
ONE MOUNT PLEASANT ROAD 
16TH FLOOR  
TORONTO, ONTARIO M4Y 275  
CANADA  

WITH A COPY TO: 

JOHN T. GAFFNEY, ESQ. 
CRAVATH, SWAINE & MOORE LLP 
WORLDWIDE PLAZA 
825 EIGHTH AVENUE 
NEW YORK, NEW YORK  
10019-7475  

SC 13E3
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This statement is filed in connection with (check the appropriate box):         

    a.  [ ]   The filing of solicitation materials or an information statement
subject to Regulation 14A (Sections 240.14a-1 through 240.14b-2), Regulation 14C
(Sections 240.14c-1 through 240.14c-101) or Rule 13e-3(c) (Section 240.13e-3(c))
under the Securities Exchange Act of 1934 ("the Act").                          

   b. [ ] The filing of a registration statement under the Securities Act of
1933.                                                                           

c. [x] A tender offer.                                                

d. [ ] None of the above.                                             

Check the following box if the soliciting materials or information statement    
referred to in checking box (a) are preliminary copies: [  ].                   

Check the following box if the filing is a final amendment reporting results    
of the transaction: [  ].                                                       

CALCULATION OF FILING FEE 

--------------------------------------------------------------------------------

TRANSACTION VALUATION(1)                             AMOUNT OF FILING FEE(2)(3) 

US$715,462,248                                       US$90,636                  

--------------------------------------------------------------------------------

(1) Estimated solely for the purpose of calculating the filing fee pursuant to  
Rule 0-11(d) and 0-11(a)(4) of the Securities Exchange Act of 1934, as          
amended, the filing fee was calculated based on (a) the product of (i)          
US$41.59, which is the average of the high and low sale prices per registered   
share of Class B Restricted Voting Shares of Rogers Wireless Communications     
Inc. ("RWCI") as reported on the Toronto Stock Exchange on November 30, 2004,   
converted into U.S. dollars at the noon buying rate in New York City for        
Canadian Dollars on such date of Cdn.$1.1902 = US$1.00 as certified for         
customs purposes by the Federal Reserve Bank of New York on such date, and      
(ii) 17,202,747, which is the estimated number of outstanding RWCI Class B      
Restricted Voting Shares not owned by Rogers Communications Inc. and its        
subsidiaries (assuming full conversion of all outstanding exercisable options   
for RWCI Class B Restricted Voting Shares).                                     

(2) The amount of the filing fee is calculated in accordance with Rule 0-11 of  
the Securities Exchange Act of 1934, as amended.                                

(3) Previously paid. A registration fee of US$90,454 was previously paid in     
connection with the initial filing of the Registration Statement on Form F-10   
filed on November 26, 2004. A registration fee of US$182 was previously paid    
in connection with the filing of the an amendment to a Registration Statement   
on Form F-10/A filed on December 15, 2004.                                      

[X] Check the box if any part of the fee is offset as provided by Rule          
0-11(a)(2) and identify the filing with which the offsetting fee was            
previously paid. Identify the previous filing by registration statement         
number, or the Form or Schedule and the date of its filing.                     

(i)  Amount Previously Paid: US$90,454                                          
Form or Registration No.: Form F-10                                   
Filing Party: Rogers Communications Inc.                              
Date Filed: November 26, 2004                                         

(ii) Amount Previously Paid: US$182                                             
Form or Registration No.: Form F-10/A                                 
Filing Party: Rogers Communications Inc.                              
Date Filed: December 15,2004                                          

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SC 13E3
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  This Schedule 13E-3 Transaction Statement (this "Transaction Statement")
is filed by Rogers Communications Inc., a British Columbia corporation          
("RCI"), RWCI Acquisition Inc., a British Columbia Corporation ("RCI Subco")    
and a wholly owned subsidiary of RCI and Rogers Wireless Communications Inc.,   
a Canadian corporation ("RWCI"), in respect of the Offer (as defined below).    

 This Transaction Statement relates to the offer by RCI and RCI Subco to
purchase all the outstanding Class B Restricted Voting Shares of RWCI (the      
"Shares") not owned by RCI and its affiliates in exchange for 1.75 RCI Class B  
Non-Voting Shares (the "Offer"). The Offer is subject to the terms and          
conditions set forth in the Take-Over Bid Circular dated November 24, 2004 and  
the related Letter of Acceptance and Transmittal, copies of which were filed as 
Exhibits (a)(1)(A) and (a)(1)(C) to the Schedule TO-T/13E-3 of RCI, RCI Subco   
and RWCI filed with the Securities and Exchange Commission on November 26,      
2004 (the Schedule TO-T/13E-3).                                                 

The information set forth in the Schedule TO-T/13E-3, as amended,     
including all schedules, exhibits and annexes thereto, is hereby expressly      
incorporated herein by reference in response to all items of information        
required to be included in, or covered by, a Schedule 13E-3 Transaction         
Statement.                                                                      

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SC 13E3
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SIGNATURE 

 After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and          
correct.                                                                        

                    ROGERS COMMUNICATIONS INC.

                        by          /s/ Graeme McPhail
                                     -------------------------------------------
               Name:  Graeme McPhail
                          Title: Vice President, Associate
                       General Counsel

               RWCI ACQUISITION INC.

                        by          /s/ Graeme McPhail
                                    ------------------------------------------
               Name:  Graeme McPhail
                                  Title: Vice President, Associate General
               Counsel

                             ROGERS WIRELESS COMMUNICATIONS INC.

                   by     /s/ Graeme McPhail
                                     -------------------------------------------
               Name:  Graeme McPhail
                                  Title: Vice President, Associate General
               Counsel

Dated: December 16, 2004                                                        

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13E3’ Filing		Date		First		Last			Other Filings
Filed on:		12/16/04		4
		12/15/04		2					F-10/A,  SC 13E3/A,  SC 14D9/A,  SC TO-T/A
		11/30/04		2					6-K
		11/26/04		2		3			F-10,  F-X,  SC 13D/A,  SC 14D9/A,  SC TO-T
		11/24/04		3					40-F/A,  6-K/A,  SC 13D/A
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